Unassociated Document


    Exhibit
10.1

     

    
      SUBSCRIPTION
AGREEMENT

       

      Made and
signed as of the ___ day of __________ (month) 2008.

       

      
        	
                BETWEEN: 

              	
                _____________________

              


      

       

      (the
“Investor”)

       

      
        	
                AND: 

              	
                Enter
    Corp.

              


      

       

      (the
“Company”)

       

      
        
          	
                  WHEREAS:

                	
                  the
      Board of Directors of the Company determined that it is in the Company’s
      best interests to raise capital by means of the issuance of shares of
      Common Stock in the Company (the “Shares”) all on the terms and conditions
      more fully set forth in this Agreement;
and

                


        

      

       

      
        
          	
                  WHEREAS:

                	
                  the
      Investor wishes to invest in the Company pursuant to the terms and
      conditions more fully set forth in this Agreement;
  and

                


        

      

       

      
        NOW
THEREFORE THE PARTIES AGREE AS FOLLOWS:

      

       

      
        Preamble
and Exhibits; Investment

      

       

      
        
          	1.	
                  a)

                	
                  The
      Preamble to this Agreement and the Exhibits hereto constitute an integral
      part hereof.

                


        

      

       

      
        
          	
                	
                  b)

                	
                  Subject
      to the terms and conditions hereof, the Investor is acquiring from the
      Company, in consideration of US$_______ paid by the Investor to the
      Company, _____________ Shares at a price of US$ 0.025 per Share. Subject
      to the Company’s acceptance of the Investor’s subscription and the
      Investor’s payment in full of the purchase price, the Shares will be duly
      authorized, validly issued, fully paid-up, non-assessable and free of all
      mortgages, charges, pledges, claims, liens and encumbrances and any third
      party rights created by the Company and will be entitled to all rights to
      which the Company’s Shares are
entitled.

                


        

      

       

      
        Declarations
of the Company

      

       

      
        	
                2.

              	
                The
      Company covenants, represents and warrants the following to be true and
      correct:

              


      

       

      
        	
                 
      

              	
                a)

              	
                The
      Company is a Delaware corporation, formed by filing its Certificate of
      Incorporation with the Secretary of State of the State of Delaware on
      November 21, 2007 under the Delaware General Corporation
    Law.

              


      

       

      
        	
                 
      

              	
                b)

              	
                The
      Company has the necessary power and authority to execute and deliver this
      Agreement, to allot the Shares hereunder and to carry out and perform its
      obligations hereunder. This Agreement is valid and binding upon the
      Company and enforceable in accordance with its terms, subject to
      applicable liquidation, wind-up, insolvency, reorganization, moratorium
      and similar laws affecting creditors’ rights and remedies generally and
      subject, as to enforceability, to general principles of equity. This
      Agreement does not require the consent or approval of any third party in
      order for it to be fully binding on and enforceable against the Company.
      The execution and delivery of this Agreement by the Company does not, and
      the consummation of the transactions contemplated hereby and the
      performance by the Company of the provisions of this Agreement will not,
      violate any provisions of the Company’s Certificate of
      Incorporation.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                c)

              	
                Neither
      the Company nor any of its affiliates nor any person acting on its or
      their behalf (i) has conducted or will conduct any general solicitation
      (as that term is used in Rule 502(c) of Regulation D) or general
      advertising with respect to any of the Shares, or (ii) made any offers or
      sales of any security or solicited any offers to buy any security under
      any circumstances that would require registration of the Common Stock
      under the Securities Act of 1933.

              


      

       

      
        Declarations
of Investor

      

       

      
        	
                3.

              	
                The
      Investor covenants, represents and warrants the following to be true and
      correct:

              


      

       

      
        	
                 
      

              	
                a)

              	
                The
      Investor understands that the Shares are being sold in connection with an
      offering by the Company of an aggregate of up to 2,000,000 (two million)
      shares of Common Stock for total proceeds of up to $50,000 (fifty thousand
      dollars).

              


      

       

      
        	
                 
      

              	
                b)

              	
                The
      Investor understands and acknowledges that the Shares are being offered
      and sold under one or more of the exemptions from registration under the
      Securities Act of 1933, as amended (the “Act”), that the Investor is
      purchasing said Shares without being offered or furnished any offering
      literature, prospectus or other material, financial or otherwise, except
      as noted herein, that this transaction has not been scrutinized by the
      United States Securities and Exchange Commission or by any regulatory
      authority charged with the administration of the securities laws of any
      state. The Investor hereby further represents and warrants as
      follows:

              


      

       

      
        
          i)    The
Investor confirms that the Investor understands and has fully considered, for
purposes of this investment, the risks of any investment in the Shares and that
the Investor understands that: (i) this investment is suitable only for an
investor who is able to bear the economic consequences or losing the Investor’s
entire investment, (ii) the purchase of Shares is a speculative investment which
involves a high degree of risk of loss by the Investor of the Investor’s entire
investment, and (iii) that there is no public market for the Shares and
accordingly, it may not be possible for the Investor to liquidate the Investor’s
investment in the Shares in case of an emergency.

        

      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        ii)    The
Investor acknowledges that the Company has not yet determined the business in
which it will engage and does not yet have a business plan. The Investor has
been provided an opportunity for a reasonable period of time prior to the date
hereof to obtain additional information concerning the offering of the Shares,
the Company and all other information to the extent the Company possesses such
information or can acquire it without unreasonable effort or
expense;

      

       

      
        iii)    The
Investor confirms that the Investor is: (i) able to bear the economic risk of
this investment, (ii) able to hold the Shares for the period of time set forth
herein, and (iii) presently able to afford a complete loss of the Investor’s
investment; and represents that the Investor has sufficient liquid assets so
that the illiquidity associated with this investment will not cause any undue
financial difficulties or affect the Investor’s ability to provide for the
Investor’s current needs and possible financial contingencies, and that the
Investor’s commitment to all speculative investments (including this one if the
Investor’s subscription is accepted by the Company) is reasonable in relation to
the Investor’s net worth and annual income;

      

       

      
        iv)    The
Investor has such knowledge and experience in financial and business matters
that the Investor is capable of evaluating the merits and risks of an investment
in the Shares and of making an informed investment decision. The Investor also
represents that it has not been organized for the purpose of acquiring the
Shares;

      

       

      
        v)    The
Shares are being acquired by the Investor solely for the Investor’s own personal
account, for investment purposes only, and not with a view to, or in connection
with, any resale or distribution thereof; and the Investor understands the legal
consequences of the foregoing representations and warranties to mean that the
Investor must bear the economic risk of the investment for an indefinite period
of time because the Shares have not been registered under the Act and,
therefore, cannot be sold unless they are subsequently registered under the Act
(which the Company is not obligated to do) or unless an exemption from such
registration is available; the Shares will be considered “Restricted Securities”
for purposes of Rule 144 promulgated under the Act;

      

       

      
        vi)    The
Investor understands that no Federal or state agency has passed on or made any
recommendation or endorsement of the Shares and that the Company is relying on
the truth and accuracy of the representations, declarations and warranties
herein made by the Investor in offering the Shares for sale to the Investor
without having first registered the Shares under the Act;

      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        vii)    The
Investor realizes that the basis for the exemption may not be present if,
notwithstanding such representations, the Investor has in mind merely acquiring
the Shares for a fixed or determinable period in the future, or for a market
rise, or for sale if the market does not rise. The Investor does not have any
such intention;

      

       

      
        viii)    The
Investor represents and warrants to the Company that all information that the
Investor has provided to the Company, including, without limitation, the
information in the Investor Questionnaire attached hereto or previously provided
to the Company (the “Investor Questionnaire”), is true, correct and complete as
of the date hereof. In the event that any information in the Investor
Questionnaire changes on or before the Closing, the Investor will update the
Investor Questionnaire to reflect such changes.

      

       

      
        	
                 
      

              	
                c)

              	
                The
      Investor has relied solely upon the advice of its own tax and legal
      advisors with respect to the tax and other legal aspects of this
      transaction.

              


      

       

      
        	
                 
      

              	
                d)

              	
                The
      Investor has the necessary power and authority to execute and deliver this
      Agreement, to receive and hold the Shares and to carry out and perform its
      obligations hereunder. This Agreement is valid and binding upon the
      Investor and enforceable in accordance with its terms, subject to
      applicable liquidation, wind-up, insolvency, reorganization, moratorium
      and similar laws affecting creditors’ rights and remedies generally and
      subject, as to enforceability, to general principles of equity. The
      execution and delivery of this Agreement by the Investor does not, and the
      consummation of the transaction contemplated hereby and the performance by
      the Investor of the provisions of this Agreement will not violate any
      provisions of the Investor’s Certificate of Incorporation and By-laws, or
      any provisions of, or result in the acceleration of any obligation under,
      or constitute an event of default, or an event which, with the giving of
      notice or the passage of time, or both, would constitute an event of
      default under any mortgage, lien, lease, agreement, instrument, order,
      arbitration award, judgment or decree to which the Investor is bound,
      which, either individually or in the aggregate would result in a material
      adverse change in the business, properties, results of operations,
      condition (financial or otherwise) of the
  Investor.

              


      

       

      
        	
                 
      

              	
                e)

              	
                Any
      resale of the Shares during the ‘distribution compliance period’ as
      defined in Rule 902(f) to Regulation S shall only be made in compliance
      with exemptions from registration afforded by Regulation S. Further, any
      such sale of the Shares in any jurisdiction outside of the United States
      will be made in compliance with the securities laws of such jurisdiction.
      The Investor will not offer to sell or sell the Shares in any jurisdiction
      unless the Investor obtains all required consents, if
  any.

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	
                f)

              	
                (1)

              	
                The
      Investor understands that the Shares are being offered and sold to the
      Investor in reliance on an exemption from the registration requirements of
      United States federal and state securities laws under Regulation S
      promulgated under the Securities Act and that the Company is relying upon
      the truth and accuracy of the representations, warranties, agreements,
      acknowledgments and understandings of the Investor set forth herein and in
      the Investor Questionnaire attached hereto in order to determine the
      applicability of such exemptions and the suitability of the Investor to
      acquire the Shares. The Investor will not, during the period commencing on
      the date of issuance of the Shares and ending on the first anniversary of
      such date, or such shorter period as may be permitted by Regulation S or
      other applicable securities law (the “Restricted Period”), offer, sell,
      pledge or otherwise transfer the Shares in the United States, or to a U.S.
      Person (as defined in Regulation S) for the account or for the benefit of
      a U.S. Person, or otherwise in a manner that is not in compliance with
      Regulation S. The Investor will, after expiration of the Restricted
      Period, offer, sell, pledge or otherwise transfer the Shares only pursuant
      to registration under the Securities Act or an available exemption
      therefrom and, in accordance with all applicable state and foreign
      securities laws.

              


      

       

      
        	
                 
      

              	
                (2)

              	
                Each
      certificate representing the Shares shall be endorsed with the following
      legends, in addition to any other legend required to be placed thereon by
      applicable federal or state securities
laws:

              


      

       

      (A)“THE
SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED
IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES
ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED
UNDER THE SECURITIES ACT.”

       

      (B)“TRANSFER
OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO
AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        
          	
                	
                  g)

                	
                  The Investor agrees to
      indemnify and hold harmless the Company, its officers and directors,
      employees and its affiliates and their respective successors and assigns
      and each other person, if any, who controls any thereof, against any loss,
      liability, claim, damage and expense whatsoever (including, but not
      limited to, any and all expenses whatsoever reasonably incurred in
      investigating, preparing or defending against any litigation commenced or
      threatened or any claim whatsoever) arising out of or based upon any false
      representation or warranty or breach or failure by the Investor to comply
      with any covenant or agreement made by the Investor herein or in any other
      document furnished by the Investor to any of the foregoing in connection
      with this transaction.

                


        

      

       

      
        The
Investor’s Investment

      

       

      
        
          	4.	
                  a)

                	
                  The
      Investor understands and agrees that the Company reserves the right to
      reject this subscription for the Shares if, in its reasonable judgment, it
      deems such action in the best interest of the Company, at any time prior
      to the Closing (as hereinafter defined), notwithstanding prior receipt by
      the Investor of notice of acceptance of the Investor's
      subscription.

                


        

      

       

      
        
          	
                	
                  b)

                	
                  The
      Investor understands and agrees that its subscription for the Shares is
      irrevocable.

                


        

      

       

      
        
          	
                	
                  c)

                	
                  In
      the event the sale of the Shares subscribed for by the Investor is not
      consummated by the Company for any reason (in which event this
      Subscription Agreement shall be deemed to be rejected), this Subscription
      Agreement and any other agreement entered into between the Investor and
      the Company relating to this subscription shall thereafter have no force
      or effect and the Company shall promptly return or cause to be returned to
      the Investor the purchase price remitted to the Company by the Investor,
      without interest thereon or deduction therefrom, in exchange for the
      Shares.

                


        

      

       

      
        
          	
                	
                  d)

                	
                  The
      closing (the “Closing”) of the purchase and sale of the Shares, shall
      occur simultaneously with the acceptance by the Company of the Investor’s
      subscription, as evidenced by the Company’s execution of this Subscription
      Agreement.

                


        

      

       

      
        
          	
                	
                  e)

                	
                  The
      Investor understands that the price of the Shares offered hereby bears no
      relation to the assets, book value or net worth of the Company and were
      determined arbitrarily by the Company. The Investor further understands
      that there is a substantial risk of further dilution on the Investor or
      its investment in the
Company.

                


        

      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        Disputes,
Jurisdiction and Governing Law

      

       

      
        	
                5.

              	
                In
      the event of a dispute between the parties or any of them with regard to
      the interpretation, application or enforcement of this Agreement, or
      otherwise with regard to their relationships in the context of this
      Agreement, that dispute shall be submitted to such arbitrator as is
      designated by the Company.

              


      

       

      
        	
                6.

              	
                This
      Agreement shall be governed by, and construed and interpreted in
      accordance with, the laws of the State of New York, without regard to
      conflicts of law principles. Without derogating from the arbitration
      provisions of Clause 5 above, the courts located in the United States
      District Court for the Southern District of New York, will have exclusive
      jurisdiction to decide any dispute between the parties arising out of or
      related to this Agreement.

              


      

       

      
        General
provisions

      

       

      
        	
                7.

              	
                This
      Agreement may not be amended, altered or modified except by a written
      instrument signed by the parties.

              


      

       

      
        	
                8.

              	
                The
      parties agree that they will impose - mutatis mutandis - upon
      any person who may acquire their Shares or part of them their undertakings
      under this Agreement. This Clause will not continue to bind the parties
      after the conclusion of a public offering of the Company’s
      shares.

              


      

       

      
        	
                9.

              	
                Except
      as specifically provided in this Agreement, nothing contained herein shall
      be construed to constitute any party hereto as the agent or partner of any
      other party hereto.

              


      

       

      
        	
                10.

              	
                None
      of the provisions of this Agreement shall be for the benefit or, or
      enforceable by, any third party.

              


      

       

      
        	
                11.

              	
                This
      Agreement shall be binding upon and inure to the benefit of the parties,
      their respective successors and permitted
  assigns.

              


      

       

      
        	
                12.

              	
                With
      regard to any power, remedy or right provided herein or otherwise
      available to any party hereunder, no waiver or extension of time shall be
      effective unless expressly contained in a writing signed by the waiving
      party and no alteration, modification or impairment shall be implied by
      reason of any previous waiver, extension of time, delay or omission in
      exercise, or other indulgence.

              


      

       

      
        	
                13.

              	
                The
      validity, legality or enforceability of the remainder of this Agreement
      shall not be affected even if one or more of the provisions of this
      Agreement shall be held to be invalid, illegal or unenforceable in any
      respect. However, it is expressly stated that any party that terminates
      this Agreement must terminate it in its
  entirety.

              


      

       

      
        	
                14.

              	
                Upon
      request of the Company, the Investor will enter into a customary form of
      Shareholders’ Agreement.

              


      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        	
                15.

              	
                All
      parties to this Agreement were represented by counsel. Therefore, there
      shall be no presumption that this Agreement should be interpreted against
      the party that drafted it. Each party to this Agreement shall bear its own
      costs of counsel and other advisors incurred with regard to the
      negotiation (including the due diligence process) of this
      Agreement.

              


      

       

      
        	
                16.

              	
                The
      Article headings in this Agreement are inserted only as a matter of
      convenience, and in no way define, limit, or extend or interpret the scope
      of the Agreement or of any particular
Article.

              


      

       

      
        	
                17.

              	
                This
      Agreement may be executed simultaneously in two or more counterparts, each
      of which shall be deemed to be an original, but all of which together
      shall constitute one and the same
instrument.

              


      

       

      IN
WITNESS WHEREOF THE INVESTOR HAS HEREUNTO SET ITS HAND AS OF THE DATE AND YEAR
FIRST WRITTEN

       

      
        ______________________________

      

      
        [Investor
Name]

      

       

      


       

      


       

      


       

      


       

      


       

      ACCEPTANCE
OF SUBSCRIPTION

       

      (to be
filed out only
by the Company)

       

      The
Company hereby accepts the above application for subscription for
Shares.

       

      Dated:
__________ ___, 2008

       

      
        ENTER
CORP.

      

       

      
        By:______________

      

      
        President

      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      ENTER
CORP.INC.

      


      


      INVESTOR
QUESTIONNAIRE

      


      
        	
                A.

              	
                General
      Information

              	 
      
	 
      	 
      	 
      
	
                1.

              	
                Print
      Full Name of Investor:

              	
                Individual:

              
	 
      	 
      	
                ______________________________

              
	 
      	 
      	
                First,
      Middle, Last

              
	 
      	 
      	 
      
	 
      	 
      	
                Partnership,
      Corporation, Trust, Custodial Account, Other:

              
	 
      	 
      	 
      
	 
      	 
      	
                ____________________________________________________________

              
	 
      	 
      	
                Name
      of Entity

              
	 
      	 
      	 
      
	
                2.

              	
                Address
      for Notices:

              	
                ____________________________________________________________

              
	 
      	 
      	
                ______________________________

              
	 
      	 
      	
                ____________________________________________________________

              
	 
      	 
      	 
      
	
                3.

              	
                Name
      of Primary Contact Person:

                Title:

              	
                ____________________________________________________________

              
	 
      	 
      	 
      
	
                4.

              	
                Telephone
      Number:

              	
                ______________________________

              
	 
      	 
      	 
      
	
                5.

              	
                E-Mail
      Address:

              	
                ____________________________________________________________

              
	 
      	 
      	 
      
	
                6.

              	
                Facsimile
      Number:

                Permanent
      Address:

              	
                ____________________________________

              
	
                 

                7.

              	
                 

                Permanent
      Address:

                (if
      different from Address for Notices above)

              	
                 

                ____________________________________________________________

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                8.

              	
                Authorized
      Signatory:

              	
                ____________________________________

              
	 	Title: 	
                ____________________________________ 

              
	 
      	
                Telephone
      Number:

              	
                ____________________________________

              
	 
      	
                Facsimile
      Number:

              	
                ____________________________________

              


      

      


      B.    Supplemental Data for
Entities

       

      1.    If the
Investor is not a natural person, furnish the following supplemental data
(natural persons may skip this Section C of the Investor
Questionnaire):

       

      Legal
form of entity (trust, corporation, partnership, etc.):
_________________________

       

      Jurisdiction
of organization: ________________________________________________

      


      2.    Was the
Investor organized for the specific purpose of acquiring the
Shares?

       

      
        	
                o
      Yes

              	
                o
      No

              


      

      


      If the
answer to the above question is “Yes,” please contact Carl M. Sherer, Esq. at
(973) 883-9181 for additional information that will be required.

      


      3.    Are
shareholders, partners or other holders of equity or beneficial interest in the
Investor able to decide individually whether to participate, or the extent of
their participation, in the Investor’s investment in the Company (i.e., can
shareholders, partners or other holders of equity or beneficial interest in the
Investor determine whether their capital will form part of the capital invested
by the Investor in the Company)?

       

      
        	
                o
      Yes

              	
                o
      No

              


      

      


      If the
answer to the above question is “Yes,” please contact Carl M. Sherer, Esq. at
(973) 883-9181 for additional information that will be required.

      


      4(a).    Please
indicate whether or not the Investor is, or is acting on behalf of, (i) an
employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is
subject to ERISA, or (ii) an entity which is deemed to hold the assets of
any such employee benefit plan pursuant to 29 C.F.R. § 2510.3-101. For example,
a plan which is maintained by a foreign corporation, governmental entity or
church, a Keogh plan covering no common-law employees and an individual
retirement account are employee benefit plans within the meaning of Section 3(3)
of ERISA but generally are not subject to ERISA (collectively, “Non-ERISA Plans”). In
general, a foreign or US entity which is not an operating company and which is
not publicly traded or registered as an investment company under the Investment
Company Act of 1940, as amended, and in which 25% or more of the value of any
class of equity interest is held by employee pension or welfare plans (including
an entity which is deemed to hold the assets of any such plan), would be deemed
to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. §
2510.3-101. However, if only Non-ERISA Plans were invested in such an entity,
the entity generally would not be subject to ERISA. For purposes of determining
whether this 25% threshold has been met or exceeded, the value of any equity
interest held by a person (other than such a plan or entity) who has
discretionary authority or control with respect to the assets of the entity, or
any person who provides investment advice for a fee (direct or indirect) with
respect to such assets, or any affiliate of such a person, is
disregarded.

       

      
        	
                o
      Yes

              	
                o
      No

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      4(b).    If the
Investor is, or is acting on behalf of, such an employee benefit plan, or is an
entity deemed to hold the assets of any such plan or plans, please indicate
whether or not the Investor is subject to ERISA.

       

      
        	
                o
      Yes

              	
                o
      No

              


      

      


      4(c.)    If the
Investor answered “Yes” to question 4.(b) and the Investor is investing the
assets of an insurance company general account, please indicate what percentage
of the Investor’s assets the purchase of the Shares is subject to ERISA.
___________%.

       

      5.    Does the
amount of the Investor’s subscription for the Shares in the Company exceed 40%
of the total assets (on a consolidated basis with its subsidiaries) of the
Investor?

       

      
        	
                o
      Yes

              	
                o
      No

              


      

      


      If the
question above was answered “Yes,” please contact Carl M. Sherer, Esq. at (973)
883-9181 for additional information that will be required.

       

      6(a).    Is the
Investor a private investment company which is not registered under the
Investment Company Act, in reliance on Section 3(c)(1) or Section 3(c)(7)
thereof?

       

      
        	
                o
      Yes

              	
                o
      No

              


      

      


      6(b).    If the
question above was answered “Yes,” was the Investor formed prior to April 30,
1996?

       

      
        	
                o
      Yes

              	
                o
      No

              


      

      


      If the
questions set forth in (a) and (b) above were both answered “Yes,” please
contact Carl M. Sherer, Esq. at (973) 883-9181 for additional information that
will be required.

       

      7(a).    Is the
Investor a grantor trust, a partnership or an S-Corporation for US federal
income tax purposes?

       

      
        	
                o
      Yes

              	
                o
      No

              


      

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      7(b).    If the
question above was answered “Yes,” please indicate whether or not:

       

      (i) more
than 50 percent of the value of the ownership interest of any beneficial owner
in the Investor is (or may at any time during the term of the Company be)
attributable to the Investor’s (direct or indirect) interest in the Company;
or

       

      
        	
                o
      Yes

              	
                o
      No

              


      

      


      (ii) it
is a principal purpose of the Investor’s participation in the Company to permit
the Partnership to satisfy the 100 partner limitation contained in US Treasury
Regulation Section 1.7704-1(h)(3).

       

      
        	
                o
      Yes

              	
                o
      No

              


      

      


      If either
question above was answered “Yes,” please contact Carl M. Sherer, Esq. at (973)
883-9181 for additional information that will be required.

       

      8.    If the
Investor’s tax year ends on a date other than December 31, please indicate such
date below:

       

      
        	 
      	
                ____________________________________

              
	 
      	
                (Date)

              


      

      


      C.    Related
Parties

       

      1.    To the best
of the Investor’s knowledge, does the Investor control, or is the Investor
controlled by or under common control with, any other investor in the
Company?

       

      
        	
                o
      Yes

              	
                o
      No

              


      

      


      If the
answer above was answered “Yes”, please identify such related investor(s)
below.

       

      Name(s)
of related investor(s): 

      ______________________________________________

      ________________________________________________________________

      ________________________________________________________________

      ____________________________

       

      2.    Will any
other person or persons have a beneficial interest in the Shares to be acquired
hereunder (other than as a shareholder, partner, or other beneficial owner of
equity interest in the Investor)?

       

      
        	
                o
      Yes

              	
                o
      No

              


      

      


      If either
question above was answered “Yes”, please contact Carl M. Sherer, Esq. at (973)
883-9181 for additional information that will be required.

       

      [THE REST
OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK]

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      The
Investor understands that the foregoing information will be relied upon by the
Company for the purpose of determining the eligibility of the Investor to
purchase the Shares. The Investor agrees to notify the Company immediately if
any representation or warranty contained in this Subscription Agreement,
including this Investor Questionnaire, becomes untrue at any time. The Investor
agrees to provide, if requested, any additional information that may reasonably
be required to substantiate the Investor’s status as an accredited investor or
to otherwise determine the eligibility of the Investor to purchase the Shares.
The Investor agrees to indemnify and hold harmless the Company and each officer,
director, shareholder, agent and representative of the Company and their
respective affiliates and successors and assigns from and against any loss,
damage or liability due to or arising out of a breach of any representation,
warranty or agreement of the Investor contained herein.

       

      


      
        	 
      	
                INDIVIDUAL:

              
	 
      	 
      
	 
      	
                ____________________________________

              
	 
      	
                (Signature)

              
	 
      	 
      
	 
      	
                ____________________________________

              
	 
      	
                (Print
      Name)

              
	 
      	 
      
	 
      	
                PARTNERSHIP,
      CORPORATION, TRUST, CUSTODIAL ACCOUNT, OTHER:

              
	 
      	 
      
	 
      	
                ___________________________________

              
	 
      	
                (Name
      of Entity)

              
	 
      	 
      
	 
      	
                By:
      ________________________________

              
	 
      	
                (Signature)

              
	 
      	 
      
	 
      	
                ________________________________

              
	 
      	
                (Print
      Name and Title)

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      Annex
1

       

      DEFINITION
OF “INVESTMENTS”

       

      
         
The term
“investments” means:

      

       

      
        	
                (1)

              	
                Securities,
      other than securities of an issuer that controls, is controlled by, or is
      under common control with, the Investor that owns such securities, unless
      the issuer of such securities is:

              


      

       

      
        	
                (i)

              	
                An
      investment company or a company that would be an investment company but
      for the exclusions or exemptions provided by the Investment Company Act,
      or a commodity pool; or

              


      

       

      
        	
                (ii)

              	
                A
      Public Company (as defined below);

              


      

       

      
        	
                (iii)

              	
                A
      company with shareholders’ equity of not less than $50 million (determined
      in accordance with generally accepted accounting principles) as reflected
      on the company’s most recent financial statements, provided that such
      financial statements present the information as of a date within 16 months
      preceding the date on which the Investor acquires
  Shares;

              


      

       

      
        	
                (2)

              	
                Real
      estate held for investment
purposes;

              


      

       

      
        	
                (3)

              	
                Commodity
      Shares (as defined below) held for investment
  purposes;

              


      

       

      
        	
                (4)

              	
                Physical
      Commodities (as defined below) held for investment
    purposes;

              


      

       

      
        	
                (5)

              	
                To
      the extent not securities, Financial Contracts (as defined below) entered
      into for investment purposes;

              


      

       

      
        	
                (6)

              	
                In
      the case of an Investor that is a company that would be an investment
      company but for the exclusions provided by Section 3(c)(1) or 3(c)(7) of
      the Investment Company Act, or a commodity pool, any amounts payable to
      such Investor pursuant to a firm agreement or similar binding commitment
      pursuant to which a person has agreed to acquire an interest in, or make
      capital contributions to, the Investor upon the demand of the Investor;
      and

              


      

       

      
        	
                (7)

              	
                Cash
      and cash equivalents held for investment
  purposes.

              


      

       

      Real
Estate that is used by the owner or a Related Person (as defined below) of the
owner for personal purposes, or as a place of business, or in connection with
the conduct of the trade or business of such owner or a Related Person of the
owner, will NOT be considered Real Estate held for investment purposes, provided
that real estate owned by an Investor who is engaged primarily in the business
of investing, trading or developing real estate in connection with such business
may be deemed to be held for investment purposes. However, residential real
estate will not be deemed to be used for personal purposes if deductions with
respect to such real estate are not disallowed by section 280A of the Internal
Revenue Code of 1986, as amended.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      A
Commodity Interest or Physical Commodity owned, or a Financial Contract entered
into, by the Investor who is engaged primarily in the business of investing,
reinvesting, or trading in Commodity Shares, Physical Commodities or Financial
Contracts in connection with such business may be deemed to be held for
investment purposes.

       

      “Commodity
Shares” means commodity futures contracts, options on commodity futures
contracts, and options on physical commodities traded on or subject to the rules
of:

       

      
        	
                (i)

              	
                Any
      contract market designated for trading such transactions under the
      Commodity Exchange Act and the rules thereunder;
  or

              


      

       

      
        	
                (ii)

              	
                Any
      board of trade or exchange outside the United States, as contemplated in
      Part 30 of the rules under the Commodity Exchange
  Act.

              


      

       

      
        “Public
Company” means a company that:

      

       

      
        	
                (i)

              	
                files
      reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934, as amended; or

              


      

       

      
        	
                (ii)

              	
                has
      a class of securities that are listed on a Designated Offshore Securities
      Market, as defined by Regulation S of the Securities
  Act.

              


      

       

      
        “Financial
Contract” means any arrangement that:

      

       

      
        	
                (i)

              	
                takes
      the form of an individually negotiated contract, agreement, or option to
      buy, sell, lend, swap, or repurchase, or other similar individually
      negotiated transaction commonly entered into by participants in the
      financial markets;

              


      

       

      
        	
                (ii)

              	
                is
      in respect of securities, commodities, currencies, interest or other
      rates, other measures of value, or any other financial or economic
      interest similar in purpose or function to any of the foregoing;
      and

              


      

       

      
        	
                (iii)

              	
                is
      entered into in response to a request from a counter party for a
      quotation, or is otherwise entered into and structured to accommodate the
      objectives of the counterparty to such
  arrangement.

              


      

       

      “Physical
Commodities” means any physical commodity with respect to which a Commodity
Interest is traded on a market specified in the definition of Commodity Shares
above.

       

      “Related
Person” means a person who is related to the Investor as a sibling, spouse or
former spouse, or is a direct lineal descendant or ancestor by birth or adoption
of the Investor, or is a spouse of such descendant or ancestor, provided that,
in the case of a Family Company, a Related Person includes any owner of the
Family Company and any person who is a Related Person of such an owner. “Family
Company” means a company that is owned directly or indirectly by or for two or
more natural persons who are related as siblings or spouse (including former
spouses), or direct lineal descendants by birth or adoption, spouses of such
persons, the estates of such persons, or foundations, charitable organizations
or trusts established for the benefit of such persons.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      For
purposes of determining the amount of investments owned by a company, there may
be included investments owned by majority-owned subsidiaries of the company and
investments owned by a company (“Parent Company”) of which the company is a
majority-owned subsidiary, or by a majority-owned subsidiary of the company and
other majority-owned subsidiaries of the Parent Company.

       

      In
determining whether a natural person is a qualified purchaser, there may be
included in the amount of such person’s investments any investment held jointly
with such person’s spouse, or investments in which such person shares with such
person’s spouse a community property or similar shared ownership interest. In
determining whether spouses who are making a joint investment in the Partnership
are qualified purchasers, there may be included in the amount of each spouse’s
investments any investments owned by the other spouse (whether or not such
investments are held jointly). There shall be deducted from the amount of any
such investments any amounts specified by paragraph 2(a) of Annex 2 incurred by
such spouse.

       

      In
determining whether a natural person is a qualified purchaser, there may be
included in the amount of such person’s investments any investments held in an
individual retirement account or similar account the investments of which are
directed by and held for the benefit of such person.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      Annex
2

       

      VALUATIONS
OF INVESTMENTS

       

      The
general rule for determining the value of investments in order to ascertain
whether a person is a qualified purchaser is that the value of the aggregate
amount of investments owned and invested on a discretionary basis by such person
shall be their fair market value on the most recent practicable date or their
cost. This general rule is subject to the following provisos:

       

      (1)    In the case
of Commodity Shares, the amount of investments shall be the value of the initial
margin or option premium deposited in connection with such Commodity Shares;
and

       

      (2)    In each case,
there shall be deducted from the amount of investments owned by such person the
following amounts:

       

      (i)           The
amount of any outstanding indebtedness incurred to acquire the investments owned
by such person.

       

      (ii)           A
Family Company, in addition to the amounts specified in paragraph (a) above,
shall have deducted from the value of such Family Company’s investments any
outstanding indebtedness incurred by an owner of the Family Company to acquire
such investments.

       

      
        
          
          

        

        
          9